[{"data":1,"prerenderedAt":525},["ShallowReactive",2],{"document-purchase-agreement-D12670":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":26,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":27,"breadcrumb":31,"related":37,"customDescModule":180,"customdescription":26,"mdFm":181,"mdProseHtml":524},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"Asset Purchase Agreement Your transaction description here. Table of Content 1. INTERPRETATION 5 1.1. Definitions 5 1.2. Extended Meanings 8 1.3. Interpretation Not Affected by Headings 8 1.4. Applicable Law 8 1.5. Funds 8 1.6. Financial Documents 8 1.7. Invalidity 9 1.8. Business Day 9 1.9. Preamble 9 2 PURCHASED ASSETS 9 2.1. Purchased Assets 9 2.2. Excluded Assets 10 2.3. Leases and Retention of Ownership Agreements 11 2.4. Removal of Purchased Assets 11 2.5. Forward Commitments 11 2.6. Assets Used in the Business 11 3. PURCHASE AND SALE 11 3.1. Purchase Price 11 3.2. Default 12 3.3. Balance of Price 12 3.4. Allocation of the Purchase Price 12 3.5. No Assumption of Liabilities 12 3.6. Payment of Taxes 13 3.7. Adjustments 13 3.8. Net Worth Adjustment 13 3.9. Disagreement Regarding Adjustment of Purchase Price 13 3.10. Escrow of Purchase Price 13 4. CLOSINGS AND CONDITIONS PRECEDENT TO THE SALE 14 4.1. Closing Date 14 4.2. Conditions Precedent to Closing in Favor of the Purchaser 14 4.3. Conditions Precedent to Closing in Favor of the Seller 17 4.4. Risk of Loss 17 4.5. Notification 18 5. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 18 5.1. Representations and Warranties of Seller 18 5.2. Representations and Warranties of the Purchaser 28 5.3. Survival 29 5.4. Indemnification of the Purchaser 29 5.5. Warranty Work 29 6. EMPLOYEES 30 6.1. List of Non-Unionized Employees 30 6.2. Employment to Non-Unionized Employees 30 6.3. Claims by Non-Unionized Employees 30 6.4. Pension Plan for Employees 30 6.5. Assumption of Collective Agreement 31 6.6. List of Unionized Employees 31 6.7. Offers to Unionized Employees 31 6.8. Short Term and Long-Term Disability 32 6.9. Benefit Plans 32 7. MUTUAL COOPERATION 32 7.1. Conduct of Business Prior to Closing 32 7.2. Access for Investigation Prior to Closing 32 7.3. Actions to Satisfy Closing Conditions 33 7.4. Transfer of Purchased Assets 33 7.5. Assistance in Judicial Claims 34 7.6. Collection of Receivables 34 7.7. Accounts Receivable 34 7.8. Differentiation of Products 35 8. MISCELLANEOUS 35 8.1. Successors and Assigns 35 8.2. Brokers 35 8.3. Legal Fees 35 8.4. Public Announcement 35 8.5. Entire Agreement 35 8.6. Notices 36 8.7. Time of Essence 36 8.8. Counterparts 36 9. GUARANTEE 36 9.1. Intervention of the Guarantor 36 9.2. Indulgence 37 9.3. Disability of Purchaser 37 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell, and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business). \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close. \"Claims\" means any demand, action, cause of action, damage, loss, cost, liability, expense or requirements, governmental or otherwise, including the cost of legal representation in respect thereof and any interest or penalty arising in connection therewith. \"Closing\" means the completion of the sale to and purchase by the Purchaser of the Purchased Assets under this Agreement by the transfer and delivery of documents of title thereto and the payment of the Purchase Price therefore in accordance with this Agreement. \"Closing Date\" has the meaning ascribed thereto at Section 4.1. \"Collective Agreement\" has the meaning ascribed thereto at Section 5.1.15. \"Employees\" has the meaning ascribed thereto at Section 5.1.15. \"Excluded Assets\" has the meaning ascribed thereto at Section 2.2. \"Goodwill\" has the meaning ascribed thereto in Subsection 2.1.12. \"Immovables\" has the meaning ascribed thereto in Subsection 2.1.4. \"Financial Statements\" means: the audited financial statements of the Seller relating to its Business for the fiscal periods ended [NUMBER] through [NUMBER] inclusive, consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; and the unaudited interim financial statements of the Seller relating to its Business for the interim fiscal period ended [NUMBER], consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; true and exact copies of which are attached as Schedule 1.1a) hereto. \"Inventories\" means any product held for sale by the Seller and any materials (including components, spare parts, raw materials, work-in-process, finished products, packaging), held by the Seller in connection with the manufacturing, processing, assembly and sale of products, whether or not located on the Seller's premises, on consignment to a third party or in possession of sub-contractors, in transit or in storage. \"Letter of Credit\" means the irrevocable letter of credit issued by the [Bank] to the Seller in the amount of [AMOUNT]. \"Liabilities\" means all the liabilities, debts and obligations of the Seller whether present or future, whether pertaining to the Business, the Purchased Assets or otherwise, including, without limiting the generality of the foregoing: Liabilities under any service, management or other contract entered into by the Seller; Liabilities under any plans, programs or arrangements of any kind with respect to benefits provided to each person employed by the Seller at the Closing Date; Any Liabilities for any accidents, breach of contract, delict and quasi-delict, occupational health and safety violations, and all other types of claims and lawsuits connected with or arising out of any matter, incident, occurrence of set of facts or circumstances prior to the Closing Date; Liabilities relating to defects of any product sold at any time by the Seller prior to the Closing Date;",null,"Purchase Agreement","37",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/purchase-agreement-D12670.png","https://templates.business-in-a-box.com/imgs/250px/12670.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12670.xml",{"title":15,"description":6},"purchase agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"Purchase & Sale Agreements","/templates/purchase-sale-agreement/","Purchase Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12670.png","https://templates.business-in-a-box.com/imgs/600px/12670.png","\u003Ch4>Understanding a Purchase Agreement Template\u003C/h4>\n\u003Cp>With any sizable transaction, the legal transfer of ownership needs to be documented properly for the safety of all parties concerned. This can only be done using purchase agreement templates, which are legally binding contracts. These \u003Ca href=\"https://www.business-in-a-box.com/templates/purchase-sale-agreement/\">purchase agreements\u003C/a> are designed to protect and bind the parties to the specific terms of the agreement and facilitate the transaction to the benefit of all concerned.\u003C/p>\n\u003Cp>The purpose of any purchase agreement template is to fulfill the legal and transactional obligations for the transfer of large purchases whether it be for individuals or companies. These documents are made up of various parts that all must be documented and completed correctly so that the transaction can run its course without unnecessary delays or penalty fees. The terms and conditions outlined in any purchase agreement are specific to the type of asset and terms of the sale, this document is then authorized by the parties by means of signatures by representatives from both parties.\u003C/p>\n\u003Ch5>Why Use Purchase Agreements in Your Business\u003C/h5>\n\u003Cp>Gone are the days that business deals are done on a handshake and both parties' commitment to the deal. In fact, those days are a distant memory. Large transactions, whether for business or personal reasons are concluded by having the paperwork done correctly. Out of all the reasons to use a purchase agreement in your business, none is more important than this one. Your business cannot afford to be without proper legal documentation when buying or selling any assets. Any business transaction currently has a host of clauses and conditions that the only way you can make sure that both parties stick to the terms is by having a legally binding document underpinning the process. Business-in-a-Box provides you with purchase agreements that are legally binding and created by the best industry experts so that you can transfer ownership of your assets without hassle. This secures your legal position and ensures that you have no surprises during the transaction. Another reason for using a purchase agreement for your business is that it already includes all the details and fields that are needed for a fully compliant contract.\u003C/p>\n\u003Ch5>What Details Must Be on the Purchase Agreement\u003C/h5>\n\u003Cp>Purchase agreements are simple yet comprehensive documents. The details included on the purchase agreement template are as follows:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Buyer and Seller Details\u003C/strong> - As with any legal document, the initial section is dedicated to the full registered details of the buyer and seller. These details include the company name and registered physical address details as well as the appointed persons that will be signing on behalf of both parties.\u003C/li>\n\u003Cli>\u003Cstrong>Details of Assets\u003C/strong> - The full details of the asset must be listed as well as the full specification of the item in question. If the transaction includes multiple assets, then each item must be listed with the full specification so that there could be no later confusion with the delivered product.\u003C/li>\n\u003Cli>\u003Cstrong>Basic Details of Transaction\u003C/strong> - The first transactional details of the document will include the cost of the transaction and will also include the basis of the transfer so that all parties can understand the “basics” of the purchase transaction. The details include the following:\n\u003Cul>\n\u003Cli>\u003Cstrong>Monetary Amount\u003C/strong> - The cost of each item listed in the transaction.\u003C/li>\n\u003Cli>\u003Cstrong>Payment Terms\u003C/strong> - Full payment or payment terms and commencement dates and conclusion.\u003C/li>\n\u003Cli>\u003Cstrong>Delivery Terms\u003C/strong> - Will the assets be delivered complete or in parts?\u003C/li>\n\u003Cli>\u003Cstrong>Liability allocations\u003C/strong> - Which one of the parties will accept the various liabilities of the transaction such as storage or damage?\u003C/li>\n\u003Cli>\u003Cstrong>Escrow Details\u003C/strong> - Will the payment be done directly or be held in escrow until complete delivery or transfer?\u003C/li>\n\u003Cli>\u003Cstrong>Risk of loss & Notification\u003C/strong> - Depending on the asset in question, you will have certain loss and notification requirements that need to be detailed for the duration of the process.\u003C/li>\n\u003C/ul>\u003C/li>\n\u003Cli>\u003Cstrong>Warranties of Seller and Purchaser\u003C/strong> - In this section, you will list all warranties of the concerned parties so that each authority will have a clear understanding of what to expect in the transaction and where the liabilities end. This will enable both parties to prepare for the transfer of ownership without unnecessary delays.\u003C/li>\n\u003Cli>\u003Cstrong>Complete Transaction Details\u003C/strong> - This section of the agreement will include the finer specifics of the transaction. Depending on the assets that are being transacted, the details could include a full details specification sheet of the items or could indeed be a listing of the property and structures on the property. For transactions that include businesses and assets, this section will include details on the business structure like employees and management structure as well as office assets like furniture and equipment. The particulars of the employee’s union associations will also be part of this section.\u003C/li>\n\u003Cli>\u003Cstrong>Business Related Clauses\u003C/strong> - For business transactions, two vital parts must be addressed: the employee's operational structure and the customer base and service delivery during the transaction process. Both parties must agree to how the collections and client service delivery will be conducted during the transition period so that the enterprise will not suffer because of ownership change.\u003C/li>\n\u003Cli>\u003Cstrong>Jurisdiction of Transaction\u003C/strong> - For every transaction, both parties must agree to the ruling jurisdiction for the transaction so that if there are any disputes, there is an arbitration and mediation process that can be followed as approved by signatories.\u003C/li>\n\u003Cli>\u003Cstrong>Miscellaneous\u003C/strong> - These are terms that form the periphery of the agreement; terms that will make the transition of ownership smoother and complex, especially in the case of business purchases you will have the pre- and post-transaction terms listed for both parties to agree upon. These terms are often as vital as the main purchase terms and conditions as they will guide the parties on how to deal with the various issues that could arise from the agreement. Employees and clients often need more attention during this process than the actual buyer and seller. The more detail you can include here, the smoother your transaction will flow.\u003C/li>\n\u003Cli>\u003Cstrong>Legal and Tax\u003C/strong> - Besides the jurisdiction details already mentioned, you will need to appoint a legal and tax consultant to make sure that the transaction complies with the various regulations within the jurisdiction. These could be outside council or the internal legal and tax officers of the company. You will also have to list the various legal fees and tax commitments of the company or assets so that it can be documented for the transaction.\u003C/li>\n\u003C/ul>\n\u003Ch5>What are the True Benefits of Using a Purchase Agreement?\u003C/h5>\n\u003Cp>When you are planning new purchases or selling your assets, the above will give the basis of security when dealing with large ticket transactions. Though, what are the real benefits of using legally binding purchase agreement templates for your transactions?\u003C/p>\n\u003Cp>The benefits are clear when you understand the legal aspects of the transaction, but some other benefits are not clear at first glance. These are the benefits that will become available to your organization:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Certainty and Security\u003C/strong> - Once you have signed a valid purchase agreement, both parties have committed to the transaction. This will give you the certainty that if you comply with the terms of the agreement, you will conclude the deal. In terms of business purchases, this gives you the ability to deal with employees' concerns as well as client issues that might arise from the change.\u003C/li>\n\u003Cli>\u003Cstrong>Initial Financial Commitment\u003C/strong> - Most large transactions have a clause that requires the buyer to commit to an initial payment that solidifies their interest and will give the seller the financial ability to start the transfer process with incurring loan debt or budget issues. When a buyer deposits an initial payment, you as seller are also able to commit to the buyer rather than having multiple prospects in negotiations. This will lower your stress levels during the process significantly.\u003C/li>\n\u003Cli>\u003Cstrong>Finite Details on Purchase\u003C/strong> - Placing your business or assets on the market does not come with a sell-by date. Once you have a purchase agreement signed, you have secured the buyer and a completion date that will free your time up to move onto the next deal or to focus on other aspects of your business. Both parties can act according to the completion date without assistance, which lowers costs and lessens the strain on either corporate structure.\u003C/li>\n\u003C/ul>\n\u003Cp>The benefits may sound self-explanatory, yet they are often missed because the parties do not have a legally binding and properly formatted purchase agreement or sale agreement for the transaction. With Business-in-a-Box templates you are assured of always having 100% perfect documentation for any aspect of your business, such as purchase agreements or sales agreements. These templates reduce the strain on your resources as they are easily editable and simple to complete.\u003C/p>\n\u003Ch5>Last Page Details and Extra\u003C/h5>\n\u003Cp>After all the clauses have been agreed to and the terms are set out on the agreement, there is only one thing left to do; to list any extra documentation that will accompany the Purchase Agreement and sign the documentation.\u003C/p>\n\u003Cp>The list of extra documentation that could be included with a Purchase Agreement are:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Business Financial Statements\u003C/strong> - at least the last 12 months\u003C/li>\n\u003Cli>\u003Cstrong>Initial Letter of Intent\u003C/strong> - initial letters from buyers\u003C/li>\n\u003Cli>\u003Cstrong>Any Lease documentation relating to the transaction\u003C/strong> - lease documents for included assets and other equipment\u003C/li>\n\u003Cli>\u003Cstrong>Vendor or Supplier Agreements for the Business\u003C/strong> - Vendor agreements could have a significant impact on valuations and purchase price, so they need to form part of the agreement.\u003C/li>\n\u003Cli>\u003Cstrong>Asset Valuations\u003C/strong> - Each asset in the agreement must have a valuation from a reputable evaluator approved by both parties so that the total price of the agreement is confirmed and authorized.\u003C/li>\n\u003Cli>\u003Cstrong>Owner Bio’s\u003C/strong> - This is used in the event where you are purchasing a group of companies that have many directors and owners. These details make up the foundation of your future interaction with these vital people in the corporate structure.\u003C/li>\n\u003Cli>\u003Cstrong>Industry/Market Reports\u003C/strong> - Regardless of whether you are familiar with the industry, you should have the independent market reports included in your purchase documentation, so you have a full understanding of where the business that you are purchasing fits in the current market. The same is true for the seller. Where you are representing a business case for your enterprise, you will do well by backing it up with these independent reports.\u003C/li>\n\u003Cli>\u003Cstrong>Current Projects and Marketing\u003C/strong> - Especially for business transactions, you would need to understand what current projects the business is working on. These projects could have a significant impact on the transaction. The marketing initiatives of the business will have an impact on the transaction as the buyer would need to know what commitments the company has and where the focus is of the organization.\u003C/li>\n\u003C/ul>\n\u003Cp>The final page of a purchase agreement will have the authorized signatures of the representatives of the parties and the date of signing that often indicates the conclusion of the legal transaction.\u003C/p>\n\u003Cp>You simply cannot buy or sell anything without a properly formatted purchase agreement template that will secure your financial and physical assets during the transaction. Business-in-a-Box has more than 2,000 business templates that are applicable in any market or industry and you can gain access to this wealth of knowledge and documentation by \u003Ca href=\"https://app.business-in-a-box.com/account/create?CreationPage=%2Ftemplate%2Fpurchase-agreement-D12670\">signing up\u003C/a>. Make sure your business transactions run smoothly from now on with Business-in-a-Box business templates.\u003C/p>\n",[28,17,20],{"label":29,"url":30},"Templates","/templates/",[32,33,34],{"label":29,"url":30},{"label":18,"url":19},{"label":35,"url":36},"Sales & Purchase","/templates/sales-and-purchase/",[38,42,46,50,54,58,62,66,70,74,78,82,86,104,119,133,151,166],{"label":39,"url":40,"thumb":41,"extension":10},"Land Purchase Agreement","/template/land-purchase-agreement-D13424","https://templates.business-in-a-box.com/imgs/250px/13424.png",{"label":43,"url":44,"thumb":45,"extension":10},"Power Purchase Agreement","/template/power-purchase-agreement-D12873","https://templates.business-in-a-box.com/imgs/250px/12873.png",{"label":47,"url":48,"thumb":49,"extension":10},"Asset Purchase Agreement","/template/asset-purchase-agreement-D928","https://templates.business-in-a-box.com/imgs/250px/928.png",{"label":51,"url":52,"thumb":53,"extension":10},"Purchase and Sale Agreement","/template/purchase-and-sale-agreement-D13884","https://templates.business-in-a-box.com/imgs/250px/13884.png",{"label":55,"url":56,"thumb":57,"extension":10},"Real Estate Purchase Agreement","/template/real-estate-purchase-agreement-D13234","https://templates.business-in-a-box.com/imgs/250px/13234.png",{"label":59,"url":60,"thumb":61,"extension":10},"Purchase Agreement Short Version","/template/purchase-agreement-short-version-D12669","https://templates.business-in-a-box.com/imgs/250px/12669.png",{"label":63,"url":64,"thumb":65,"extension":10},"Affiliate Purchase Agreement","/template/affiliate-purchase-agreement-D12818","https://templates.business-in-a-box.com/imgs/250px/12818.png",{"label":67,"url":68,"thumb":69,"extension":10},"Blanket Purchase Agreement","/template/blanket-purchase-agreement-D12819","https://templates.business-in-a-box.com/imgs/250px/12819.png",{"label":71,"url":72,"thumb":73,"extension":10},"Asset Purchase Agreement For a Garage","/template/asset-purchase-agreement-for-a-garage-D929","https://templates.business-in-a-box.com/imgs/250px/929.png",{"label":75,"url":76,"thumb":77,"extension":10},"Sales Agreement","/template/sales-agreement-D13769","https://templates.business-in-a-box.com/imgs/250px/13769.png",{"label":79,"url":80,"thumb":81,"extension":10},"Asset Purchase Agreement For a Retail Business","/template/asset-purchase-agreement-for-a-retail-business-D931","https://templates.business-in-a-box.com/imgs/250px/931.png",{"label":83,"url":84,"thumb":85,"extension":10},"Asset Purchase Agreement For a Telecom Business","/template/asset-purchase-agreement-for-a-telecom-business-D932","https://templates.business-in-a-box.com/imgs/250px/932.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":95,"keywords":102,"url":103},"SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Testamentary Executor / Seller\"), an individual with his/her main address located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller is the owner of [NUMBER] common shares in the capital stock of the Corporation (the \"Shares\"); WHEREAS the [COMPANY NAME] hereto have determined that the fair market value of the Shares is [AMOUNT]; WHEREAS the Corporation desires to purchase for cancellation and the Seller desires to sell the Shares; WHEREAS there are no reasonable grounds to believe that: (a) the Corporation is, or would after the payment of the purchase price be, unable to pay its liabilities as they become due, or (b) the realizable value of the Corporation's assets would after said payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the Shares; WHEREAS the aforesaid purchase will result in a deemed dividend of [AMOUNT] for the purposes of the [COUNTRY] Income Tax [ACT/LAW/RULE]; NOW THEREFORE, IT IS AGREED AS FOLLOWS: SHARES PURCHASED AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Corporation hereby purchases for cancellation the Shares from the Seller, hereto present and accepting, and the Seller delivers to the Corporation certificates representing the Shares. The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\") which the parties consider to be the fair market value of the Shares, payable as set forth in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE Upon filing by the Corporation of the election as set forth in Article [NUMBER] hereof, the Corporation will issue to the Seller a certificate representing [NUMBER] common shares of the Corporation (the \"Common Shares\") and a promissory note in the amount of [AMOUNT] (the \"Promissory Note\") in full payment of the Purchase Price. The parties hereto determine that the Common Shares and the Promissory Note have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. SELLER'S REPRESENTATIONS AND WARRANTIES The Seller represents and warrants to the Corporation that: the Shares are owned by the Seller by good and marketable title; the Seller is a resident of [COUNTRY] for the purposes of the Tax [ACT/LAW/RULE]; ELECTIONS","Share Purchase Agreement Deemed Dividend","4",56,"https://templates.business-in-a-box.com/imgs/1000px/share-purchase-agreement_deemed-dividend-D342.png","https://templates.business-in-a-box.com/imgs/250px/342.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#342.xml",{"title":6,"description":6},[96,99],{"label":97,"url":98},"Finance & Accounting","finance-accounting",{"label":100,"url":101},"Buy & Sell Shares","buy-sell-shares","share purchase agreement deemed dividend","/template/share-purchase-agreement-deemed-dividend-D342",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":9,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":113,"keywords":117,"url":118},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","3","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":112,"description":6},"letter of intent_acquisition of business",[114,116],{"label":18,"url":115},"business-legal-agreements",{"label":18,"url":115},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":120,"descriptionCustom":6,"label":121,"pages":107,"size":9,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":132},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":126,"description":6},"non disclosure agreement nda",[128,129],{"label":18,"url":115},{"label":130,"url":131},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":137,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":142,"keywords":149,"url":150},"COMPANY NAME:_______________________ Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Purchase Order The following number must appear on all related correspondence, shipping papers, and invoices: P.O. NUMBER: Contact: Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code___________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Purchase Order","1",49,"https://templates.business-in-a-box.com/imgs/1000px/purchase-order-D1411.png","https://templates.business-in-a-box.com/imgs/250px/1411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1411.xml",{"title":6,"description":6},[143,146],{"label":144,"url":145},"Sales & Marketing","sales-marketing",{"label":147,"url":148},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",{"description":152,"descriptionCustom":6,"label":153,"pages":136,"size":154,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":159,"keywords":164,"url":165},"BILL OF SALE This Bill of Sale (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\") , a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the Seller hereby sells and transfers possession of the following goods in their present condition and location to the Buyer, and its successors and assigns forever, the following described goods [DETAILED LIST OF GOODS]. Seller warrants and represents that he/she has good title to said property, full authority to sell and transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances, liabilities and adverse claims, of every nature and description.","Bill of Sale",29,"https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale-D1229.png","https://templates.business-in-a-box.com/imgs/250px/1229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1229.xml",{"title":6,"description":6},[160,161],{"label":144,"url":145},{"label":162,"url":163},"Marketing & Sales Contracts","marketing-sales-contracts","bill sale","/template/bill-of-sale-D1229",{"description":167,"descriptionCustom":6,"label":168,"pages":89,"size":9,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":174,"keywords":173,"url":179},"INDEMNIFICATION AGREEMENT This Indemnification Agreement (\"Agreement\") is effective as of [DATE], BETWEEN: [NAME OF THE INDEMNIFYING PARTY] (the \"Indemnifier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NAME OF THE INDEMNITEE] (the \"Indemnitee \"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Indemnitee seeks protection against any personal liability, claim, suit, action, loss, or damage that may result from the Indemnitee's participation in the Activity. WHEREAS, the Indemnifier seeks to minimize any hardship the Indemnitee might suffer as the result of any personal liability, claim, suit, action, loss, or damage that may result from the Indemnitee's participation in the Activity. NOW THEREFORE in consideration and as a condition of the Indemnifier and the Indemnitee entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: INDEMNIFIED ACTIVITY The Indemnitee seeks to be protected from the following indemnified activity (hereinafter referred to as the \"Activity\"): [SPECIFY ACTIVITY] INDEMNITY The Indemnifier agrees to indemnify and hold harmless the Indemnitee, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the Activity. EXCEPTIONS TO INDEMNIFICATION The Indemnifier shall not be obligated to indemnify the Indemnitee for any fines, expenses, judgments, settlements, and other obligations incurred as the result of the Indemnitee's participation in the Activity: In the case of a criminal proceeding; or In the case of a civil claim where the Indemnitee did not act in good faith and/or in a reasonable manner; or If the Indemnitee will or has received payment under a valid and collectible insurance policy or under a valid and enforcement indemnity clause, bylaw or agreement, except where payment under the insurance policy, clause, bylaw or agreement is not sufficient to fully indemnify the Indemnitee, in which case the Indemnifier will be responsible for any shortfall in the payment received; or If an action or proceeding was initiated in whole in or in part by the Indemnitee, whether alone or along with one or more other claimants, unless the action or proceeding has the written consent of the Indemnifier. NOTICE OF CLAIM In the event of any claim or action, the Indemnitee must promptly provide the Indemnifier with written notice of the claim or action and will notify the Indemnifier of any legal proceedings relating to the claim or action within [NUMBER OF DAYS] of the Indemnitee's receipt of notice of such proceedings. The Indemnitee must provide the Indemnifier with all known information available to the Indemnitee relating to the claim or action. COOPERATION ​ The Indemnitee agrees to wholly cooperate with the Indemnifier in the defence of any claim or action against it that the Indemnitee seeks to be indemnified for, including but not limited to, providing the Indemnifier with all available information related to the claim or action, responding to reasonable requests from the Indemnifier for information, documentation, and the like","Indemnification Agreement","https://templates.business-in-a-box.com/imgs/1000px/sample-doc-for-test-D13016.png","https://templates.business-in-a-box.com/imgs/250px/13016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13016.xml",{"title":173,"description":6},"indemnification agreement",[175,176],{"label":18,"url":115},{"label":177,"url":178},"Release Agreements","release-agreement","/template/indemnification-agreement-D13016",true,{"seo":182,"reviewer":194,"legal_disclaimer":180,"quick_facts":198,"at_a_glance":200,"personas":204,"variants":229,"glossary":255,"clauses":288,"how_to_fill":337,"common_mistakes":378,"faqs":403,"industries":431,"comparisons":456,"diy_vs_lawyer":469,"jurisdictions":482,"related_template_ids_curated":503,"schema":512,"classification":513},{"meta_title":183,"meta_description":184,"primary_keyword":185,"secondary_keywords":186,"family":185,"is_canonical":193},"Purchase Agreement Template (Free Word)","Free purchase agreement template for buying and selling goods, assets, or property. Covers price, payment terms, warranties, and closing conditions. Free Word and PDF download.","purchase agreement template",[187,188,189,190,191,192],"purchase agreement template word","purchase agreement template free","sales purchase agreement template","simple purchase agreement template","business purchase agreement template","purchase contract template",false,{"name":195,"credential":196,"reviewed_date":197},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":199,"legal_review_recommended":180,"signature_required":180,"notarization_required":193},"medium",{"what_it_is":201,"when_you_need_it":202,"whats_inside":203},"A Purchase Agreement is a legally binding contract between a buyer and a seller that documents the terms and conditions governing the transfer of goods, assets, or property in exchange for payment. This free Word download gives you a professionally structured template you can edit online and export as PDF — covering purchase price, payment schedule, delivery terms, warranties, representations, and closing conditions in a single document.\n","Use it whenever you are buying or selling physical goods, business assets, equipment, or real property and need an enforceable written record of the agreed terms before the transaction closes. It is especially important when the value of the transaction exceeds a few hundred dollars, payment is deferred or structured in installments, or either party needs protection against misrepresentation or undisclosed liabilities.\n","Identification of buyer and seller, description of the goods or assets being transferred, purchase price and payment terms, representations and warranties, conditions to closing, risk-of-loss provisions, default and remedies, indemnification, and governing law. A schedules section lists any assets, exceptions, or disclosures attached as exhibits.\n",[205,209,213,217,221,225],{"title":206,"use_case":207,"icon_asset_id":208},"Small business owners","Buying or selling business equipment, inventory, or an entire business","persona-small-business-owner",{"title":210,"use_case":211,"icon_asset_id":212},"Real estate investors","Formalizing the sale of commercial or residential property before closing","persona-real-estate-investor",{"title":214,"use_case":215,"icon_asset_id":216},"Startup founders","Acquiring assets from another company as part of a strategic deal","persona-startup-founder",{"title":218,"use_case":219,"icon_asset_id":220},"Procurement managers","Documenting high-value vendor purchases of goods or specialized equipment","persona-procurement-manager",{"title":222,"use_case":223,"icon_asset_id":224},"Franchise buyers","Purchasing a franchise business or its physical assets from an existing owner","persona-franchise-applicant",{"title":226,"use_case":227,"icon_asset_id":228},"Individual buyers and sellers","Protecting both parties in a private sale of high-value personal property","persona-individual-buyer",[230,233,237,240,243,247,251],{"situation":231,"recommended_template":47,"slug":232},"Buying or selling the assets of an operating business","asset-purchase-agreement-D928",{"situation":234,"recommended_template":235,"slug":236},"Buying or selling shares in a company rather than its assets","Share Purchase Agreement","share-purchase-agreement-deemed-dividend-D342",{"situation":238,"recommended_template":55,"slug":239},"Purchasing commercial or residential real property","real-estate-purchase-agreement-D13234",{"situation":241,"recommended_template":75,"slug":242},"Selling physical goods or inventory between businesses","sales-agreement-D13769",{"situation":244,"recommended_template":245,"slug":246},"Agreeing to terms before a formal purchase agreement is drafted","Letter of Intent","letter-of-intent_acquisition-of-business-D5197",{"situation":248,"recommended_template":249,"slug":250},"Purchasing software, licenses, or digital products","Software Purchase Agreement","purchase-agreement-D12670",{"situation":252,"recommended_template":253,"slug":254},"Buying a vehicle from a private seller or dealer","Vehicle Purchase Agreement","vehicle-service-agreement-D14077",[256,259,262,265,268,271,274,277,280,283,286],{"term":257,"definition":258},"Purchase Price","The total amount of money the buyer agrees to pay the seller in exchange for the goods, assets, or property being transferred.",{"term":260,"definition":261},"Closing","The point at which all conditions to the transaction have been met, title or ownership transfers, and payment is made.",{"term":263,"definition":264},"Representations and Warranties","Factual statements made by one or both parties about the condition, ownership, and legal status of what is being sold — breach of which can give rise to indemnification claims.",{"term":266,"definition":267},"Conditions to Closing","Specific events or actions that must occur before either party is obligated to complete the transaction — such as regulatory approval or financing.",{"term":269,"definition":270},"Indemnification","A clause requiring one party to compensate the other for losses, damages, or liabilities arising from a breach of the agreement or a misrepresentation.",{"term":272,"definition":273},"Risk of Loss","The point in the transaction at which responsibility for damage or destruction of the goods or property shifts from seller to buyer.",{"term":275,"definition":276},"Earnest Money / Deposit","A sum paid by the buyer upfront to demonstrate good faith, typically applied to the purchase price at closing or forfeited if the buyer defaults.",{"term":278,"definition":279},"As-Is Clause","A provision stating the buyer accepts the goods or property in their current condition, waiving the seller's implied warranty of merchantability or fitness.",{"term":281,"definition":282},"Escrow","An arrangement in which a neutral third party holds funds or documents until all closing conditions are satisfied by both parties.",{"term":284,"definition":285},"Material Adverse Change (MAC)","A clause allowing the buyer to walk away from the deal if a significant negative event materially affects the value or condition of what is being purchased before closing.",{"term":153,"definition":287},"A separate document that formally transfers title to specific goods or assets from seller to buyer at the moment of closing.",[289,294,299,304,309,314,318,323,327,332],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Parties and Recitals","Identifies the buyer and seller by their full legal names and entity types, and briefly states the purpose of the agreement.","This Purchase Agreement ('Agreement') is entered into as of [DATE] by and between [SELLER LEGAL NAME], a [STATE] [ENTITY TYPE] ('Seller'), and [BUYER LEGAL NAME], a [STATE] [ENTITY TYPE] ('Buyer').","Using a trade name or DBA instead of the registered legal entity name — this can make the agreement unenforceable against the intended party or create confusion about who owns the obligation.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Description of Goods or Assets","Precisely identifies what is being sold — including any serial numbers, schedules of assets, or property descriptions — so there is no ambiguity about what transfers at closing.","Seller agrees to sell and transfer to Buyer, and Buyer agrees to purchase from Seller, the assets described in Schedule A attached hereto (the 'Assets'), free and clear of all liens and encumbrances except as set forth therein.","Using a vague description like 'all equipment on the premises' instead of a detailed schedule — disputes routinely arise over whether a specific item was included in the sale.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Purchase Price and Payment Terms","States the total amount the buyer will pay, the payment method, the payment schedule (lump sum or installments), and whether any deposit applies.","The total purchase price for the Assets shall be [$ AMOUNT] ('Purchase Price'), payable as follows: (a) a deposit of [$ AMOUNT] due on [DATE]; (b) the balance of [$ AMOUNT] due at Closing by wire transfer to Seller's account on file.","Omitting the currency and payment method, leaving ambiguity about whether a check, wire, or cash payment satisfies the obligation — particularly in cross-border transactions.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Representations and Warranties of Seller","The seller's binding factual statements about ownership, absence of liens, accuracy of financial information, and the condition of what is being sold.","Seller represents and warrants that: (a) Seller has good and marketable title to the Assets, free and clear of all liens; (b) the Assets are in good working condition as of the date hereof; (c) there is no pending or threatened litigation affecting the Assets.","Accepting boilerplate seller warranties without tailoring them to the actual assets — a seller warranting 'good working condition' for equipment that has known defects creates immediate post-closing liability.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Representations and Warranties of Buyer","The buyer's statements confirming authority to enter the agreement, financial capacity to close, and absence of conflicts that would impair the purchase.","Buyer represents and warrants that: (a) Buyer has full legal authority to execute and perform this Agreement; (b) Buyer has, or will have at Closing, sufficient funds to pay the Purchase Price; (c) execution of this Agreement does not violate any other agreement to which Buyer is a party.","Omitting buyer representations entirely, which leaves the seller with no recourse if the buyer lacks authority or financing to close the deal.",{"name":266,"plain_english":315,"sample_language":316,"common_mistake":317},"Lists the specific conditions each party must satisfy before either is obligated to complete the transaction — such as due diligence completion, regulatory approvals, or financing.","The obligations of Buyer to consummate the transactions contemplated herein are conditioned upon: (a) Seller's representations being true and correct in all material respects as of the Closing Date; (b) Buyer's completion of due diligence to Buyer's reasonable satisfaction; (c) receipt of all required regulatory approvals.","Drafting conditions so broadly — 'Buyer's satisfaction in its sole discretion' — that the buyer can walk away for any reason, eliminating the binding nature of the agreement for the seller.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Risk of Loss and Delivery","Specifies when title and risk of damage or destruction pass from seller to buyer, and who is responsible for delivery costs and logistics.","Title to and risk of loss of the Assets shall pass to Buyer at Closing. Seller shall deliver the Assets to [LOCATION / BUYER'S PREMISES] no later than [DATE], at [SELLER'S / BUYER'S] expense.","Leaving risk of loss undefined — if goods are damaged in transit and the agreement is silent on this point, courts apply UCC default rules that may not reflect the parties' intent.",{"name":269,"plain_english":324,"sample_language":325,"common_mistake":326},"Requires each party to compensate the other for losses caused by a breach of their representations, warranties, or obligations under the agreement.","Seller shall indemnify, defend, and hold harmless Buyer from and against any losses, damages, or liabilities arising from: (a) any breach of Seller's representations or warranties; (b) any undisclosed lien or encumbrance on the Assets; (c) any pre-closing liabilities of Seller.","No indemnification cap or survival period — without limits, a seller can face unlimited liability for years after closing based on a minor warranty breach.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Default and Remedies","Defines what constitutes a breach, the notice required before declaring a default, and the available remedies — including deposit forfeiture, specific performance, or damages.","If Buyer fails to close by the Closing Date without cause, Seller may retain the deposit as liquidated damages as Seller's sole remedy. If Seller defaults, Buyer may pursue specific performance or seek a full refund of the deposit plus documented expenses.","Stating that the deposit is the 'sole remedy' for all defaults — this prevents the non-defaulting party from recovering actual damages in cases where the deposit is far less than the real loss.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Governing Law and Dispute Resolution","Specifies the jurisdiction whose law governs the agreement and how disputes will be resolved — litigation, arbitration, or mediation.","This Agreement shall be governed by the laws of the State of [STATE], without regard to conflicts-of-law principles. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY, STATE], except claims for injunctive relief.","Choosing a governing law with no connection to either party's location or the transaction — courts may refuse to honor a governing-law clause that is purely forum-shopping.",[338,343,348,353,358,363,368,373],{"step":339,"title":340,"description":341,"tip":342},1,"Identify both parties with their legal entity names","Enter the full registered legal name and entity type (LLC, corporation, individual) of both buyer and seller. Include the state or country of formation for any business entity.","Pull the exact name from the state's corporate registry — a minor misspelling can create ambiguity about which entity is bound.",{"step":344,"title":345,"description":346,"tip":347},2,"Describe the goods or assets with precision","List every item being transferred — equipment by make, model, and serial number; real property by legal description; business assets by category. Attach a Schedule A for long or complex asset lists.","For business asset sales, organize Schedule A into categories (equipment, inventory, IP, contracts) so both parties can verify each bucket independently during due diligence.",{"step":349,"title":350,"description":351,"tip":352},3,"State the purchase price, deposit, and payment schedule","Enter the total purchase price, any deposit amount and due date, and the balance payment method and deadline. Specify the currency and acceptable payment forms.","For installment payments, include a default provision triggered by a missed payment — without it, the seller must sue for breach rather than repossess.",{"step":354,"title":355,"description":356,"tip":357},4,"Tailor the representations and warranties to the transaction","Review each seller warranty against what you know about the assets. Carve out known issues in disclosure schedules rather than letting a warranty stand that you know is false.","Undisclosed defects that contradict a seller warranty are the most common source of post-closing indemnification claims — disclose specifically rather than broadly.",{"step":359,"title":360,"description":361,"tip":362},5,"Set the conditions to closing and the closing date","List every condition that must be satisfied before either party is obligated to close — due diligence, financing, regulatory approval. Set a specific closing date with a drop-dead outside date.","Include a provision allowing one party to waive a condition in writing — this gives flexibility without requiring a full amendment.",{"step":364,"title":365,"description":366,"tip":367},6,"Define risk of loss and delivery terms","Specify the exact moment title and risk pass from seller to buyer, and who bears the cost and responsibility for delivery or transfer.","For goods shipped across state or country lines, reference standard Incoterms (e.g., FOB Origin, FOB Destination) to eliminate ambiguity on delivery risk.",{"step":369,"title":370,"description":371,"tip":372},7,"Set the indemnification scope and caps","Define the categories of indemnifiable losses, the survival period for representations (typically 12–24 months post-closing), and a maximum liability cap — often expressed as a percentage of the purchase price.","A 100% purchase price cap is common for small transactions; larger deals often negotiate a basket (deductible) and a cap of 10–30% of deal value.",{"step":374,"title":375,"description":376,"tip":377},8,"Execute before the transaction closes","Both parties must sign the agreement before any funds are transferred or assets change hands. Use dated signature blocks and retain fully executed copies for both parties.","For high-value transactions, use a witnessed or notarized signature block — some jurisdictions require notarization for real property transfers regardless of the agreement's other terms.",[379,383,387,391,395,399],{"mistake":380,"why_it_matters":381,"fix":382},"Vague or incomplete asset description","Disputes over whether a specific piece of equipment or contract was included in the sale are among the most common post-closing conflicts and are expensive to resolve.","Attach a numbered Schedule A listing every asset by make, model, serial number, or unique identifier, and have both parties initial it at signing.",{"mistake":384,"why_it_matters":385,"fix":386},"No deposit or forfeiture clause","Without a deposit and a forfeiture provision, a buyer can walk away from a signed agreement with no financial consequence, leaving the seller to restart the sale process.","Require a deposit of 5–10% of the purchase price at signing with a clause specifying it is forfeited to the seller as liquidated damages if the buyer defaults without cause.",{"mistake":388,"why_it_matters":389,"fix":390},"Omitting a survival clause for representations and warranties","Without a survival clause, representations expire at closing — meaning the buyer has no post-closing recourse if a warranted fact turns out to be false.","Include an explicit survival clause stating that all representations and warranties survive closing for a defined period, typically 12–24 months.",{"mistake":392,"why_it_matters":393,"fix":394},"No indemnification cap or basket","Unlimited indemnification exposure can dwarf the deal value — a minor warranty breach could theoretically expose the seller to liability far exceeding the purchase price.","Negotiate a deductible basket (claims below a threshold are ignored) and a liability cap expressed as a percentage of the purchase price, typically 10–100% depending on deal size.",{"mistake":396,"why_it_matters":397,"fix":398},"Choosing a governing law with no connection to the transaction","Courts may decline to enforce a governing-law clause that is purely opportunistic, applying local law instead — which may include consumer protection or mandatory disclosure rules the parties tried to avoid.","Choose the jurisdiction where the seller is located, where the assets are situated, or where the buyer operates — and have a genuine reason for the choice.",{"mistake":400,"why_it_matters":401,"fix":402},"Signing after funds or assets have already transferred","A purchase agreement signed after the transaction has occurred may be treated as a confirmation document rather than a binding contract, weakening the enforceability of warranties and indemnities.","Execute the agreement before any payment, delivery, or transfer takes place — even a one-day gap between signing and closing is better than signing after the fact.",[404,407,410,413,416,419,422,425,428],{"question":405,"answer":406},"What is a purchase agreement?","A purchase agreement is a legally binding contract between a buyer and a seller that sets out the terms and conditions for the transfer of goods, assets, or property in exchange for an agreed price. It identifies both parties, describes what is being sold, states the purchase price and payment terms, and includes protections such as warranties, conditions to closing, and remedies for default. A signed purchase agreement creates enforceable obligations on both sides before the transaction closes.\n",{"question":408,"answer":409},"What is the difference between a purchase agreement and a bill of sale?","A purchase agreement governs the terms and conditions leading up to a transaction — payment schedule, conditions to closing, warranties, and remedies. A bill of sale is the document that actually transfers title at the moment of closing, serving as evidence that ownership has passed. The purchase agreement comes first and drives the transaction; the bill of sale is the closing document that executes the transfer.\n",{"question":411,"answer":412},"When do I need a purchase agreement?","Use a purchase agreement whenever the transaction involves meaningful value, deferred or structured payment, undisclosed liabilities, or a gap in time between agreement and closing. For simple cash transactions involving low-value goods, a receipt may suffice. For equipment, business assets, real property, or any deal above a few hundred dollars, a signed purchase agreement is strongly advisable to protect both parties.\n",{"question":414,"answer":415},"What is the difference between an asset purchase agreement and a share purchase agreement?","An asset purchase agreement transfers specific assets — equipment, inventory, IP, customer contracts — from the seller's business to the buyer, leaving the selling entity intact. A share purchase agreement transfers ownership of the entire company by transferring its shares, including all assets and liabilities. Buyers typically prefer asset purchases to avoid inherited liabilities; sellers often prefer share sales for tax reasons. Both require careful legal review.\n",{"question":417,"answer":418},"Does a purchase agreement need to be notarized?","For most goods and business asset transactions, notarization is not required for a purchase agreement to be enforceable. However, real property transfers in many US states and other jurisdictions require notarized signatures — either on the purchase agreement itself or on the deed executed at closing. When in doubt about a specific transaction type or jurisdiction, consult a lawyer before signing.\n",{"question":420,"answer":421},"What happens if one party breaches a purchase agreement?","The non-defaulting party is generally entitled to the remedies specified in the agreement — which may include retaining the deposit, seeking specific performance (a court order compelling the transaction to close), or claiming actual damages. If the agreement is silent on remedies, courts apply jurisdiction-specific contract law defaults, which vary significantly. A well-drafted default and remedies clause eliminates this uncertainty.\n",{"question":423,"answer":424},"Can I use a purchase agreement for real estate?","Yes, a purchase agreement is the standard contract used in real estate transactions to document the agreed price, contingencies (financing, inspection, appraisal), and closing timeline before the deed transfers. However, real estate purchase agreements must typically comply with jurisdiction-specific statutory requirements — mandatory disclosures, form requirements, and notarization. Using a generic template without local legal review is higher risk for real property than for goods or business assets.\n",{"question":426,"answer":427},"What are representations and warranties in a purchase agreement?","Representations and warranties are factual statements each party makes about the subject matter of the transaction. The seller typically warrants that it owns the assets free of liens, that financial statements are accurate, and that there are no undisclosed liabilities. The buyer warrants that it has authority and funds to close. A breach of a representation or warranty after closing typically triggers the indemnification clause, requiring the breaching party to compensate the other for resulting losses.\n",{"question":429,"answer":430},"Do I need a lawyer to draft a purchase agreement?","For straightforward commercial transactions involving goods or equipment between businesses, a quality template is typically sufficient for deals under $50,000. For business acquisitions, real property, transactions with complex payment structures, or deals involving regulatory approvals, engaging a lawyer for at least a template review is advisable. Legal review typically costs $500–$2,000 and is proportionate to the risk of a deal worth tens or hundreds of thousands of dollars.\n",[432,436,440,444,448,452],{"industry":433,"icon_asset_id":434,"specifics":435},"Manufacturing and wholesale","industry-manufacturing","Bulk equipment purchases, raw material supply agreements, and production-line asset acquisitions require detailed asset schedules and risk-of-loss provisions tied to delivery milestones.",{"industry":437,"icon_asset_id":438,"specifics":439},"Real estate and construction","industry-real-estate","Commercial and residential property sales depend on purchase agreements that include financing contingencies, inspection periods, title search conditions, and jurisdiction-mandated disclosure schedules.",{"industry":441,"icon_asset_id":442,"specifics":443},"Technology and SaaS","industry-saas","Software asset and IP portfolio acquisitions require precise schedules of transferred licenses, source code repositories, and domain assets alongside representations on IP ownership and absence of infringement claims.",{"industry":445,"icon_asset_id":446,"specifics":447},"Retail and e-commerce","industry-retail","Inventory bulk purchases, store acquisition deals, and supplier asset transfers use purchase agreements to document SKU-level asset schedules, warranty disclaimers, and return or defect provisions.",{"industry":449,"icon_asset_id":450,"specifics":451},"Healthcare and life sciences","industry-healthtech","Medical equipment and practice asset acquisitions require regulatory compliance representations, FDA clearance disclosures, and patient-record transfer protocols that standard templates must be augmented to address.",{"industry":453,"icon_asset_id":454,"specifics":455},"Professional services","industry-professional-services","Acquiring a client book, practice, or book of business involves purchase agreements with non-solicitation carve-outs, client consent conditions, and deferred earnout payments tied to client retention post-closing.",[457,460,463,466],{"vs":245,"vs_template_id":458,"summary":459},"letter-of-intent-D12681","A letter of intent outlines the proposed terms of a deal in a preliminary, typically non-binding document used to signal agreement in principle before the parties invest in drafting a full contract. A purchase agreement is the binding document that follows — it includes full representations, conditions, indemnities, and remedies. Use an LOI to align on price and structure; use a purchase agreement to close the deal.",{"vs":75,"vs_template_id":461,"summary":462},"sales-agreement-D385","A sales agreement typically governs recurring or ongoing commercial transactions — supply relationships, product distribution, or service delivery — rather than a single transfer of ownership. A purchase agreement documents a discrete one-time transaction transferring title to specific goods or assets. Use a sales agreement for vendor relationships; use a purchase agreement for an identifiable acquisition or sale event.",{"vs":235,"vs_template_id":464,"summary":465},"share-purchase-agreement-D12671","A share purchase agreement transfers ownership of a company by acquiring its shares, including all of the company's assets and liabilities. A purchase agreement transfers only the specific assets listed — leaving the seller's legal entity and its other obligations intact. Buyers typically prefer asset deals to control liability exposure; sellers may prefer share deals for capital gains tax treatment.",{"vs":153,"vs_template_id":467,"summary":468},"D{BILL_OF_SALE_ID}","A bill of sale is a simple closing document that records the transfer of title at a specific moment in time. It does not include conditions to closing, representations, warranties, or remedies. A purchase agreement governs everything leading up to and through closing, while the bill of sale is the title-transfer instrument executed at the closing table. For any transaction above minimal value, a purchase agreement is needed alongside the bill of sale.",{"use_template":470,"template_plus_review":474,"custom_drafted":478},{"best_for":471,"cost":472,"time":473},"Standard commercial asset or goods transactions under $50,000 between businesses with no unusual liabilities or regulatory complications","Free","30–60 minutes",{"best_for":475,"cost":476,"time":477},"Business asset acquisitions, equipment deals above $50,000, or transactions involving deferred payment, earnouts, or IP transfer","$500–$2,000","2–5 days",{"best_for":479,"cost":480,"time":481},"Full business acquisitions, real property transactions, cross-border deals, regulated industries, or transactions above $500,000","$2,500–$15,000+","2–6 weeks",[483,488,493,498],{"code":484,"name":485,"flag_asset_id":486,"note":487},"us","United States","flag-us","Article 2 of the Uniform Commercial Code (UCC) governs the sale of goods in all US states and implies warranties of merchantability and fitness that can be disclaimed only by explicit 'as-is' language in the agreement. Real property sales are governed by state law and typically require mandatory disclosure forms. Non-compete and earnout provisions in business asset sales are subject to significant variation by state — California limits post-sale non-competes to narrow circumstances.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"ca","Canada","flag-ca","Provincial sale-of-goods legislation (based on the UK Sale of Goods Act) implies quality and fitness warranties in commercial transactions. Quebec follows civil law principles rather than common law, which affects how contracts are interpreted and what default terms apply. Business asset purchases may trigger bulk sales legislation in certain provinces, requiring advance notice to creditors before assets transfer. HST and GST treatment of asset transfers varies by asset category.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"uk","United Kingdom","flag-uk","The Sale of Goods Act 1979 and Consumer Rights Act 2015 imply statutory terms about quality and fitness into UK sale contracts that cannot be excluded in B2C transactions. For B2B transactions, exclusion of implied warranties is permitted but must satisfy the reasonableness test under the Unfair Contract Terms Act 1977. Business asset acquisitions may trigger TUPE (Transfer of Undertakings) obligations if employees associated with the assets transfer with the business.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"eu","European Union","flag-eu","EU Directive 2019/771 on the sale of goods sets mandatory conformity and warranty standards for consumer transactions across member states. For B2B transactions, contract terms are governed by the national law of the applicable member state — France, Germany, and the Netherlands each have distinct commercial code provisions affecting asset transfers. Cross-border asset sales within the EU may also have VAT implications that should be addressed in the payment terms.",[242,236,246,504,505,232,506,507,508,509,510,511],"non-disclosure-agreement-nda-D12692","purchase-order-D1411","bill-of-sale-D1229","indemnification-agreement-D13016","escrow-agreement-D1173","checklist-customer-due-diligence-D13916","promissory-note-D434","business-continuity-policy-D13461",{"emit_how_to":180,"emit_defined_term":180},{"primary_folder":115,"secondary_folder":514,"document_type":515,"industry":516,"business_stage":517,"tags":518,"confidence":523},"sales-and-purchase","agreement","general","all-stages",[519,520,521,514,522],"contract","legal","purchase-agreement","payment-terms",0.95,"\u003Ch2>What is a Purchase Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Purchase Agreement\u003C/strong> is a legally binding contract between a buyer and a seller that governs the transfer of goods, assets, or property in exchange for an agreed purchase price. It identifies both parties by their legal names, precisely describes what is being sold, sets out the payment structure and timeline, and establishes the representations, warranties, conditions to closing, and remedies that protect both sides if something goes wrong before or after the transaction closes. Unlike a simple receipt or informal bill of sale, a purchase agreement creates a full contractual framework that allocates risk, caps liability, and gives both parties a clear legal foundation if a dispute arises.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed purchase agreement, you have no enforceable basis for recouping losses if the seller misrepresents the condition of what you are buying, if the buyer walks away after you have taken the asset off the market, or if an undisclosed lien surfaces after closing. The absence of a written agreement forces both parties into common-law defaults — which vary by jurisdiction and rarely reflect what either party actually intended. For sellers, the risk is a buyer who defaults with no financial consequence. For buyers, the risk is purchasing assets with hidden defects, tax arrears, or pending litigation that the seller was never contractually obligated to disclose. This template gives you a professionally structured starting point that covers the terms experienced commercial lawyers negotiate on every transaction — purchase price, asset schedules, representations and warranties, conditions to closing, indemnification, and default remedies — so you can move quickly without starting from a blank page.\u003C/p>\n",1781185942324]